Common use of Conversion of Target Shares Clause in Contracts

Conversion of Target Shares. At and as of the Effective Time: (A) each Target Share (other than any Dissenting Share or Acquiror-owned Share) shall be converted into the right to receive the following consideration (the "Merger Consideration"): (1) that number of Acquiror Shares equal to the lesser of (x) .3717 or (y) $4.5531 divided by the Average Price (such lesser number of Acquiror Shares being hereinafter referred to as the "Base Share Consideration"), plus (2) an amount in cash equal to the lesser of (x) $1.1150 or (y) the amount (if any) by which $4.5531 exceeds the Base Share Consideration multiplied by the Average Price (such lesser amount being hereinafter referred to as the "Cash Consideration"), plus (3) an additional number of Acquiror Shares (if a positive number) equal to (x) $4.5531 minus the Base Consideration (as defined below), divided by (y) the Average Price (such additional number of Acquiror Shares (if any) plus the Base Share Consideration being hereinafter referred to as the "Share Consideration"). "Base Consideration" means an amount equal to (x) the Base Share Consideration multiplied by the Average Price, plus (y) the Cash Consideration. At the Effective Time and without any action on the part of the holder, Target Shares held by such holder shall cease to be outstanding and shall constitute only the right to receive without interest, the Merger Consideration multiplied by the number of Target Shares held by such holder and cash in lieu of a fractional share.